NEUROTECH INTERNATIONAL LIMITED — Capital/Financing Update 2021

Mar 3, 2021

Neurotech

4 March 2021

Notice of Expiry of Listed Options (ASX Code: NTIO)

Neurotech International Limited ( ASX : NTI ) (‘NTI’ or ‘the Company’) gives notice of the upcoming expiry of listed NTIO Options ($0.06, 31 March 2021) (“Options”) at 5:00pm AWST on 31 March 2021 (“Expiry Date”).

In accordance with the ASX Listing Rules, the Company confirms that notices have been sent to all Optionholders, either at their registered address or by email.

The courses of action available to Optionholders are as follows:

1. Exercise your Options . Your Option holding may be exercised in whole or in part upon payment of the exercise price of $0.06 per Option by no later than 5:00pm AWST on 31 March 2021.

2. To exercise your Options, please refer to the instructions on your personalised “ Notice of Exercise of Option ” form which has been sent to all Optionholders at their registered address or by email. If you have not received a personalised “ Notice of Exercise of Option ” form or if you have any queries on how to exercise your Options, please contact the Company’s Share Registry, Automic Registry Services on 1300 288 664 (within Australia) or +61 2 9698 5414, or via email at hello@automicgroup.com.au.

3. Sell your Options . If you wish to sell your Options, you must do so before the close of trading on 25 March 2021. After this date, quotation of the Options on the ASX will cease.

4. Do nothing and allow your Options to expire . If you do not exercise or sell your Options they will expire at 5:00pm AWST on 31 March 2021 and your right to subscribe for ordinary shares in the Company at an exercise price of $0.06 per share will lapse.

Technical information required by the ASX Listing Rules

In accordance with the ASX Listing Rules, the Company advises that:

• (a) The name of the Optionholder, the number of Options held and the number of fully paid ordinary shares in Neurotech International Limited to be issued upon the conversion of the Options are set out in the personalised “ Notice of Exercise of Option ” form which has been sent to all Optionholders at their registered address or by email.

• (b) Each NTIO Option entitles the Optionholder to subscribe for one fully paid ordinary share in the capital of the Company upon payment of the exercise price of $0.06 on or before the Expiry Date, being 31 March 2021.

• (c) If an Optionholder does not exercise their Options prior to the Expiry Date, the entitlement of the Optionholder to exercise the Options will lapse and the Optionholder shall have no further right or entitlement to those Options.

• (d) Quotation of the Options on the ASX will cease at close of trading on 25 March 2021, being 4 business days before the Expiry Date.

• (e) The market sale price of fully paid ordinary shares in the Company on ASX was $0.070 on 3 March 2021, being the latest available closing price prior to the issue of this notice.

Neurotech International Ltd ABN 73 610 205 402 Suite 5 CPC, 145 Stirling Highway Nedlands, Western Australia 6009 www.neurotechinternational.com

• (f) The highest and lowest market sale price of fully paid ordinary shares in the Company on ASX during the 3 months immediately preceding the date of this notice and the respective dates of those sales were:

Highest: $0.078 on 23 February 2021; Lowest: $0.032 on 22 December 2020;

• (g) The terms of the Underwriting Agreement required by ASX listing rules 3.11.3 are set out below:

  • i. The Company has entered into an Underwriting Agreement with The Merchant Opportunities Fund (“MOF”) for the shortfall of the NTIO Options, which are due for expiry on 31 March 2021 (“UA”). Upon expiry of the NTIO Options, NTI will receive up to $1.56 million from the exercise of the Options at $0.06.

  • ii. As part fee for the underwriting and subject to shareholder approval, the Company will issue 10,000,000 Options to the MOF (at a nominal value of $0.00001 each). The Options will have an exercise price of $0.06 and will expire on 31 December 2021. The Company also agreed to pay a cash fee of $92,042.68 to MOF, being 6% of the underwritten amount.

  • iii. The Underwriter may terminate the UA before the allotment date, if the Underwriter becomes aware of any of the following circumstances: S&P ASX 200 Index dropping at any time after the date of the UA of 10% or more; suspension of banking services; any material adverse change or disruption to the existing financial markets, political or economic conditions; change of law; regulatory requirements; ASIC actions; offence by director; disqualification of director; breach of the UA; breach of warranty by the Company; undisclosed security interest over NTI’s assets; insolvency; unauthorised alteration of share capital or NTI’s constitution without MOF’s consents; timetable not met; forward looking statement; legal proceedings; a judgement for more than $250,000 is obtained against the Company; regulatory action; failure to issue the shortfall notice and compliance certificate under the UA; misleading statement generally; corrective action; unauthorised statement; prescribed occurrence; finance default; material adverse change in NTI’s assets, liabilities, performance from those disclosed to ASX; adverse publicity; and hostilities. For more details, refer to Annexure A of the ASX announcement dated 2 March 2021 titled “Neurotech Secures $3.56m in Funding”.

The Company wishes to take this opportunity to thank its security holders for their ongoing support.

Authority

This announcement has been authorised for release by Erlyn Dale, Company Secretary.

Further Information

Erlyn Dale Company Secretary erlyn@azc.com.au +61 424 676 671

Winton Willesee Non-Executive Director winton@azc.com.au +61 410 667 844

Neurotech International Ltd ABN 73 610 205 402 Suite 5 CPC, 145 Stirling Highway Nedlands, Western Australia 6009 www.neurotechinternational.com

About Neurotech

Neurotech International Limited is a medical device and solutions company operating in Australia and Malta. Neurotech’s primary mission is to improve the lives of people with neurological conditions. Through flagship device Mente and its associated platform, Neurotech is focused on facilitating the development and commercialisation of technological solutions for the screening and treatment of symptoms associated with conditions such as autism. Concurrently, the Company is conducting clinical studies to assess the neuroprotective, anti-inflammatory and neuro-modulatory activities of its proprietary DOLCE/NTI cannabis strains.

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Neurotech International Ltd ABN 73 610 205 402 Suite 5 CPC, 145 Stirling Highway Nedlands, Western Australia 6009 www.neurotechinternational.com